MANAGEMENT DISCUSSION AND ANALYSIS ("MD&A") PERIOD ENDED DECEMBER 31, 2012

(All figures are in US dollars unless otherwise indicated and the
effective date of this MD&A is February 14, 2013)

Introduction

Management's discussion and analysis provides a review of the
performance of the operations of Ratel Group Limited ("Ratel Group",
"Company" or "the Group") and compares its performance with those of
the preceding year and quarters. This discussion also provides an
indication of future developments along with issues and risks that can
be expected to impact future operations. This report has been prepared
on the basis of available information up to February 14, 2013 and
should be read in conjunction with the interim unaudited financial
statements of the Company for the period ended 31 December 2012 and the
audited financial statements of the Company for the year ended 30 June
2012 and the related notes thereto, which have been prepared in
accordance with International Financial Reporting Standards and the
Company's Annual Information Form dated 28 September 2012 for June
2012.

Additional information relating to the Company, including the Company's
Financial Statements and Annual Information Form ("AIF") can be found
on SEDAR at www.sedar.com under the Company's profile.

Cautionary Note Regarding Forward Looking Statements

Certain statements contained in this MD&A constitute forward looking
statements within the meaning of applicable securities laws including,
among others, statements made or implied relating to the Company's
objectives, strategies to achieve those objectives, the Company's
beliefs, plans, estimates and intentions, and similar statements
concerning anticipated future events, results, circumstances,
performance or expectations that are not historical facts. Forward
looking statements generally can be identified by words such as
"objective", "may", "will", "expect", "likely", "intend", "estimate",
"anticipate", "believe", "should", "plans" or similar expressions
suggesting future outcomes or events. Such forward looking statements
are not guarantees of future performance and reflect the Company's
current beliefs based on information currently available to
management. Such statements involve estimates and assumptions that are
subject to a number of known and unknown risks, uncertainties and other
factors inherent in the business of the Company and the risk factors
discussed in the Company's Annual Information Form and other materials
filed with the securities regulatory authorities from time to time
which may cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance
or achievements expressed or implied by such forward looking
statements. Those risks and uncertainties include, but are not limited
to: the mining industry (including operational risks; risks in
exploration, and development; the uncertainties involved in the
discovery and delineation of mineral deposits, resources or reserves;
and the uncertainty of mineral resource and mineral reserve estimates);
the risk of gold, copper and other commodity price and foreign exchange
rate fluctuations; the ability of the Company to fund the capital and
operating expenses necessary to achieve the business objectives of the
Company; the uncertainty associated with commercial negotiations and
negotiating with foreign governments; the risks associated with
international business activities; risks related to operating in Zambia
and Nigeria; environmental risk; the dependence on the Company's key
personnel; and the ability of the Company to access capital markets.

Readers are cautioned not to place undue reliance on these forward
looking statements, which speak only as of the date the statements were
made and readers are advised to consider such forward looking
statements in light of the risks set forth above. Except as required
by applicable securities laws, the Company assumes no obligation to
update or revise any forward looking statements to reflect new
information or the occurrence of future events or circumstances.

Background and Review of Operations

Ratel Group was incorporated on October 18, 2010 and is domiciled in the
British Virgin Islands. Both CGX Limited ("CGX") and Zambian Mining
Limited ("Zambian Mining") were incorporated on August 22, 2006 and are
also domiciled in the British Virgin Islands. On June 1, 2010, Ratel
Gold Limited ("Ratel Gold") (now St Augustine Gold & Copper Limited,
"SAU") agreed to acquire a 100% interest in Zambian Mining and CGX from
CGA Mining Limited ("CGA"). Ratel Group, CGX and Zambian Mining were
wholly owned subsidiaries of Ratel Gold (now SAU), a company
incorporated and domiciled in the British Virgin Islands. On December
17, 2010, the shares held by Ratel Gold (now SAU) were transferred to
Ratel Group who acquired a 100% interest in Zambian Mining and CGX.

Ratel Gold (now SAU) has been listed on the Toronto Stock Exchange
("TSX") since August 6, 2010, and Ratel Group was listed on the TSX on
January 4, 2011 under the symbol "RTG".

Ratel Gold (now SAU) had agreed to provide funding as required to enable
Ratel Group and its controlled entities to operate and meet their
respective obligations until the date of Ratel Group successfully
completing its capital raising of C$10M (gross), and listing on the
TSX. Ratel Group successfully completed its listing on January 4, 2011
and completed the capital raising on January 7, 2011. Concurrently with
the closing of the acquisition, as more particularly described in the
Management Information Circular of Ratel Gold dated November 10, 2010
(the "Circular"), Ratel Gold (now SAU) also completed the Spin-out
Reorganisation (as defined in the Circular) of its African property
interests into Ratel Group. Pursuant to the terms of the Spin-out
Reorganization, each shareholder of Ratel Gold (now SAU) was issued
five common shares in the capital of Ratel Group for every nine common
shares of Ratel Gold (now SAU) held on the share distribution record
date of January 6, 2011. CGA, through a wholly owned subsidiary, held
17.5M shares in Ratel Gold (now SAU). It then acquired 9.7M shares in
Ratel Group pursuant to the Spin-out Reorganisation, and acquired a
further 19M shares pursuant to the conversion of subscription receipts,
taking CGA's beneficial holding in Ratel Group to 28.7M shares, which
represents 19.1% of the issued and outstanding share capital.

As part of the Spin-out Reorganization, Ratel Group also undertook a
capital raising (the "Spin-out Financing") by way of subscription
receipts to fund its future activities and to satisfy TSX original
listing requirements. The subscription receipts issued in connection
with the Spin-out Financing automatically converted to common shares of
Ratel Group as part of the Spin-out Reorganization, and 100M common
shares of Ratel Group have been issued in connection therewith at a
price of C$0.10 per common share, for aggregate gross proceeds of
C$10M.

CGX and Zambian Mining were incorporated to act as holding companies
respectively for the interests in the Segilola Gold Project in Nigeria
and the Mkushi Copper Project in Zambia.

Mkushi Copper Project

A joint venture was entered into with African Eagle Resources ("AFE")
for the Mkushi Copper Project in Zambia whereby Seringa Mining Limited
("SML") acquired a 51% interest in the project through its 51%
shareholding in Mkushi Copper Joint Venture Limited ("MCJVL") who holds
the mine tenements, with AFE retaining a 49% interest. On 3 December
2012, AFE announced it had sold its interest to Elephant Copper Ltd.
SML was responsible for funding a bankable feasibility study, while AFE
manages exploration initiatives outside the initial development zones,
with funding proportional to the percentage interest held by each party
in the project. The joint venture agreement was finalised and executed
on May 30, 2007. SML has prepared a detailed feasibility study.

In 2011, SML commenced the construction and development of a Heap Leach
mining operation at the Mkushi Copper Project, which was finalised in
the 2012 financial year. Irrigation (production) of the ore pile with
sulphuric acid solution has now commenced at the project and is
continuing. An estimated 53 tonnes of sulphuric acid has been
introduced into the heap leach operation. It is expected that the two
pregnant solution (cementation) tanks will be used shortly in order to
precipitate the copper. Iron shavings have been added to these tanks.
Once copper values of 1-2 g/l are achieved and the solution pH draining
off the ore pile is 1.5 the pregnant trenches will be opened. The heap
leach operation has caused oxidisation of the ore on the pad and is
most noticeable around the lower edges of the pad area. Currently the
heap leach operation is being hampered by heavy rains which have caused
some superficial damage to the pad. In the month of February 2013 the
acid pond liner was damaged resulting in a weak acid solution leakage
into the environment. Because of the heavy rains the acid solution was
highly diluted. Once the leakage problem was identified the acid
solution was transferred from the damaged pond 1 into pond 2. The
damaged liner has been repaired and the acid solution transferred back
into pond 1. Regular and systematic sampling of the water monitoring
boreholes and rivers has been taking place daily on site with samples
analysed at the University in Lusaka. All results have been recorded
and plotted. Results confirm that there is no contamination to the
environment. Whilst the issue has been rectified, daily sampling of the
environment will continue to take place for the next month and
thereafter will proceed to the regular sampling routines; weekly for
water monitoring boreholes and monthly for the rivers. Furthermore,
acid pond levels will continue to be monitored closely and acid liners
at the leach operation checked continuously. Growth of bacteria on the
mine site for future use continues and progress is monitored
continually. Two ground water monitoring boreholes (environmental
purposes) have been drilled in order to detect any potential acid
leakage from the heap leach operation into the groundwater system.
Sampling of these water holes commenced prior to acid introduction and
irrigation and will continue periodically. In addition, periodic water
sampling of the Lunsemfwa river (at strategic localities) and of the
main pit water are taken regularly and analysed accordingly. All
analyses are being carried out by the University of Zambia.
Construction of a portion of the mines work buildings commenced and was
completed in the 2012 year, a water borehole was drilled for the Mkushi
Basic School and a hand pump was fitted to this borehole.

On March 21, 2012 a generic default notice was issued by the recently
elected Zambian Government, received via the local Zambian newspapers.
The Zambian Government served numerous default notices on various
exploration and mining companies throughout Zambia. The Ministry of
Mines ("MOM") has since issued additional, formal and specific default
notices to all affected mining and exploration companies. Ratel Group
and its joint venture partners believed the basis for the default on
the Mining Licence was incorrect. At the request of the MOM, Ratel
Group made a formal presentation on October 2, 2012, outlining further
the additional anticipated development of the Mkushi copper deposit.
At a further meeting on October 4, 2012 the MOM advised that the
default notice had been cancelled subject to certain conditions.

In accordance with MOM approval, Mkushi Copper Joint Venture Limited has
developed stage one of a two stage approach in the development of a
mine. Stage one of the development involves a heap leach operation to
exploit the low grade portion of the ore body and potentially increase
the LOM by exploiting fully the low grade portion of the deposit and
thereby maximising the full potential of the deposit. Stage two
involves a further pre-production stage with the aim of exploiting the
high grade copper ore by means of conventional mining, leading to the
mining plant implementation, contingent on the success of stage one.

Under the Zambian Mines and Minerals Development Act 2008 a land owner is entitled to compensation where any of its surface
rights are disturbed. Mkushi Holdings Limited ("Mkushi Holdings") the
landowner where the Mkushi Copper Project is situated has sought
compensation of US$3.1 million from MCJVL, the holder of the Mkushi
Copper tenements. MCJVL has rejected Mkushi Holdings' claim as it has
not disturbed any rights of Mkushi Holdings. Mkushi Holdings advised
MCJVL on May 17, 2012 that it has elected to pursue arbitral
proceedings in light of the failure of negotiations between the
parties. In August 2012 MCJVL wrote to Mkushi Holdings requesting it to
explain how it arrived at the amount of compensation claimed, pointing
out again that none of its rights had been disturbed. As at the date
of this MD&A, no response has been received from Mkushi Holdings and an
arbitrator is yet to be appointed.

Segilola Gold Project

Segilola Gold Limited ("SGL"), a wholly owned subsidiary of Ratel Group,
entered into a joint venture with Tropical Mines Limited ("TML"), a
private company based in Nigeria, to earn a 51% interest in the
Segilola Gold Project in Nigeria, considered to be the most advanced
and prospective gold exploration project in the country. TML is a
Nigerian company owned in joint venture by local investors and the
Nigerian Government. A joint venture agreement was signed in May 2007
("the JV Agreement"). An initial maiden indicated resource estimate was
declared for the Segilola Gold Project comprising 3,620,386 tonnes at a
grade of 4.50g/t for 521,814 ounces of gold plus an inferred resource
of 747,590 tonnes at a grade of 4.00g/t for 96,445 ounces of gold.
This maiden resource has been generated from a drilling campaign of
12,166 metres in 119 holes ranging in depth from 40 metres to 220
metres. The deposit lends itself to initial exploitation by open pit
mining methods. The metallurgical characteristics of the ore are
amenable to conventional CIL processing techniques.

Under the terms of the JV Agreement, SGL was required to pay TML a
signature bonus of US$650,000. US$250,000 of this bonus was due upon
TML obtaining the necessary approvals to the farm in of SGL to the
joint venture, and was paid to TML in August 2007. The balance of the
signature bonus was due prior to the exercise by SGL of the third
option, whereby it would acquire the final 13% interest to give SGL a
51% interest in the Segilola Gold Project. The balance of the signature
bonus of US$400,000 was prepaid to TML on March 16, 2011 and in return
TML agreed to extend the third option exercise deadline to March 30,
2012 in order to enable SGL to complete further drilling at the
project. The most recent drilling campaign at the Segilola Gold Project
was carried out from July to December 2011, where an additional 36
diamond boreholes totalling 3,704 metres were drilled. The rationale
for this phase of drilling was to test the southern extension of gold
mineralisation, for a further 400 metres from the open southern end of
the previous drilling programme, and test both the strike and depth
continuities including the interpreted plunge of the ore zone in the
southern section of the project locality. The results were positive and
indicate that the resource continues along strike to the south, is open
ended at depth and that the ore body does plunge in the southern
section. The latest drilling exercise further confirmed a total strike
length of the ore zone of just over 2,000 metres. Drilling in the
southern portion was discontinued due to the (current) presence of
villages. Professional survey consultants from Ghana were contracted
to survey all of the drill boreholes, including old workings and some
of the streams within the project area.

A notice was submitted by SGL to TML on March 30, 2012 advising that SGL
intended to acquire their final additional 13% interest in the Segilola
Gold Project. On April 30, 2012 TML advised SGL that they were
disputing SGL's notice on the grounds that they required a Production
Sharing Contract to be executed prior to the exercise of the third
option by SGL. SGL disputed the position adopted by TML and on May 18,
2012 SGL served on TML a notice of dispute pursuant to the Joint
Venture Agreement seeking a declaration that SGL is the holder of a 51%
beneficial interest in the mine tenements. On June 1, 2012 TML wrote
to SGL denying that SGL holds a 51% beneficial interest in the
tenements pointing to irregularities in the notice of arbitration. On
June 18, 2012 TML applied for and was granted interim orders in the
Federal High Court of Nigeria restraining SGL from proceeding with the
arbitration or commencing a new arbitration until the hearing and
determination of TML's motion. On June 27, 2012 SGL consented to
orders that SGL not proceed with the arbitration commenced on May 18,
2012 however SGL has disputed orders sought that SGL is required to pay
TML's legal fees to defend its interest in response to the purported
notice of arbitration. A hearing was due to be held on October 4, 2012
to hear arguments on the point of costs but has been adjourned to
November 14, 2012. The matter has been further adjourned awaiting the
appointment of a new judge, as the judge who was to hear the
proceedings was elevated to the Court of Appeals. SGL anticipates that
subsequent to determination by the court on the matter of TML's legal
costs, it will be able to proceed to issue a new notice of arbitration.

A Zambian drilling company, GeoHydro Consulting Services Limited
("GeoHydro"), undertook the recently concluded diamond drilling
campaign. Demobilisation of the drilling equipment out of Nigeria was
undertaken in May 2012 and the drill rig was damaged in transit. By
way of a Notice of Dispute dated September 10, 2012 GeoHydro is
claiming that TML and SGL are responsible for the damage to the drill
rig which GeoHydro has estimated at US$79,000. TML and SGL have
rejected responsibility for the damage as the drill rig was handed over
in good order to the carrier responsible for transporting the drill rig
back to Zambia. TML and SGL have the export release note from the
Nigerian Export authority which notes the release of the drill machine
and associated equipment.

In addition, GeoHydro are claiming damages for breach of contract by TML
and SGL for allegedly terminating the drilling contract prematurely.
Again, TML and SGL reject these claims and a written response dated
October 9, 2012 to the Notice of Dispute has been forwarded to GeoHydro
and its lawyers.

The Company has not committed to any further exploration activities at
the Segilola Gold Project whilst the Joint Venture partners negotiate
to resolve the dispute between the parties. SGL as the operator
continues to ensure that the tenements are maintained in good standing
by ensuring all relevant annual licence fees are paid in a timely
manner.

On November 3, 2011, Ratel Group announced that the share sale agreement
to acquire CAML Ghana Limited ("CAML Ghana") (the holder of the
interest in the Obuasi Prospecting Farmin and Joint Venture Agreement
in Ghana) had been terminated. Westchester Resources Limited
("Westchester") (a party to the Obuasi Joint Venture) issued
proceedings in Ghana against a number of parties, including Ratel Group
in February 2012, which are considered both unsubstantiated and without
foundation (the "Proceedings"). CAML Ghana was subsequently successful
in having the Proceedings stayed following an order from the London
Court of Arbitration on April 3, 2012 in the context of arbitration
proceedings launched against Westchester by CAML Ghana (an unrelated
entity to Ratel Group). On its application, Ratel Group has been joined
as a party to the arbitration. On November 27, 2012, on the application
of Westchester, the High Court of Ghana (the "Court") set aside that
stay order. CAML Ghana has appealed that decision. On 12 February 2013,
on the application of CAML Ghana, the Proceedings were stayed pending
the outcome of its appeal. A date for the hearing of CAML Ghana's
appeal has not yet been set. In December 2012 Westchester filed an
amended statement of claim in the Proceedings which particularised its
claims against the defendants, including Ratel Group.

During September 2012 the Company entered a Loan Facility Agreement with
CGA Mining Limited for the sum of $2.5M. The facility is for a term of
24 months and the drawn portion of the facility incurs interest at a
rate 9% p.a. As at 31 December, 2012 a total of $1.904M has been drawn
down on the facility. Subsequent to year end the balance of the loan
was drawn down.

On January 28, 2013 the Company announced plans to seek, at a special
shareholders meeting (the "Meeting"), shareholder approval of a
proposed restructuring transaction involving the merger (the "Merger")
of the Company with a wholly-owned subsidiary of RTG Mining Inc.
("RTG"). Additional information regarding these transactions will be
described in detail in a Management Information Circular to be issued
to shareholders of Ratel Group (a copy of which will be available on
the Company's profile on SEDAR). The Merger and related transactions
are subject to shareholder approval and regulatory approval, including
approval of the Toronto Stock Exchange. The Board of Directors of the
Company will be reconstituted at the effective time of the Merger, with
a focus on identifying new development or operating gold opportunities.

Ratel Group plans to merge with Ratel Merger Ltd ("MergCo"), a
wholly-owned subsidiary of RTG Mining Inc. ("RTG") ("the Merger"),
which was recently incorporated in the BVI. As a result of the proposed
Merger, shareholders of the Company (the "Shareholders") will exchange
their current ordinary shares in the Company (the "Ratel Shares") for
new ordinary shares of RTG (the "RTG Shares").

On the effective date of the Merger:

(i)

the Company and MergCo will merge to form one corporate entity with the
surviving corporation being the Company; and

(ii)

each issued and outstanding Ratel Share will be transferred to RTG in
exchange for one RTG Share.

Shareholders will exchange their current Ratel Shares for RTG Shares and
will thereby become shareholders of RTG and will cease to be a holder
of Ratel Shares. The RTG Shares will be identical in every respect to
the Ratel Shares. The 1:1 exchange ratio to be applied was determined
so as to ensure that, immediately after the effective date of the
Merger, Ratel Group shareholders will have the same proportionate
interests in RTG as they presently have in the Company, except as may
be altered by the Private Placement (as described in more detail
below).

It is expected that an aggregate of 164 million Ratel Shares will be
exchanged for RTG Shares upon the approval and implementation of the
Merger. Upon completion of the Merger, New Ratel will, on a
consolidated basis, continue to hold the African exploration assets,
being the Company's interests in the Segilola Gold Project and the
Mkushi Copper Project (together, the "African Assets"), plus
approximately $19.5 million in cash (assuming the release from escrow
of the net proceeds of the Private Placement (as described below) upon
satisfaction of the Escrow Release Conditions (as defined below)). The
Board of Directors believe the Merger will enhance the ability of the
New Ratel group (which includes the Company) to pursue new growth.

On January 28 2013, the Company announced private placement to issue up
to 164 million RTG Shares upon exercise of subscription receipts of RTG
(the "Subscription Receipts") at C$0.13 per share (the "Private
Placement"). Each Subscription Receipt will be automatically
exercisable and entitles the holder to receive, without payment of
additional consideration, one RTG Share upon the satisfaction of
certain escrow release conditions that include, among other things,
shareholder approval of the Merger and of the Private Placement.
Insiders of the Company have generally participated in the Private
Placement in line with their pro rata ownership, the particulars of
which are set out in the Management Information Circular.

The gross proceeds of the Private Placement will be held in escrow
pending satisfaction of the escrow release conditions, among other
things, being:

(i)

the completion of the Merger, and

(ii)

Shareholder approval of the Private Placement.

Upon completion of the Merger and satisfaction of the escrow conditions,
RTG intends to use the net proceeds of the Private Placement to pursue
new growth opportunities, mainly through acquisitions, to fund further
exploration of the African Assets, debt repayment and for general
working capital purposes.

The placement is being undertaken in conjunction with Haywood Securities
Inc., on terms typical for a private placement of this nature,
including customary due diligence and market outs.

Upon implementation of the Merger, the RTG Shares will be listed on TSX
(in substitution for the Ratel Shares). RTG Shares issued upon exercise
of the Subscription Receipts pursuant to the Private Placement will
also be listed on TSX. It is anticipated that RTG will retain the
trading symbol "RTG" for the New Ratel Shares.

Following shareholder approval of the new Employee Loan Funded Share
Plan at the recent Annual General Meeting, Ratel Group has resolved to
issue 14 million new shares at an issue price of C$0.165 per share.
All existing employee options issued under the previous plan have been
cancelled.

The business of Ratel Group should be considered speculative given the
volatility in world stock markets (particularly with respect to mining
and exploration companies) and the uncertain nature of mining and
exploration activities generally. Amongst other things, some of the
key risk factors faced by CGX, Zambian Mining and Ratel Group include:

foreign exchange movements;

movements in commodity prices (in particular the gold and copper price
and costs of production);

access to new capital (both debt and equity) and meeting liquidity
requirements;

the uncertain nature of exploration and development activities;

increases in capital expenditures necessary to advance the Company's
projects;

the ability to profitably exploit new development projects;

political, security and sovereign risks of Zambia and Nigeria;

joint venture partner relationships and disputes;

permitting and local government and community support; and

environmental obligations.

For further information on these and other risks inherent in the
Company's business, we direct readers to the Annual Information Form
for the 2012 financial year lodged on SEDAR at www.sedar.com under the Company's profile.

Mr Mark Turner, BE Min (Hons), M.Aus.I.M.M. CP Man, is acting as the
Qualified Person in compliance with NI 43-101 with respect to this
announcement. He has prepared and or supervised the preparation of the
scientific or technical information in this announcement and confirms
compliance with NI43-101.

Mr. Alfred John Gillman of Odessa Resources Pty Ltd, an independent
qualified person experienced in the style of mineralisation at the
Segilola Gold Project, has completed the resource statement for the
Segilola Project as referred to in this announcement, including
verification of the sampling, analytical and test data underlying the
estimate. Verification also included a site visit, database validation
of historical drill results and a review of sampling and assaying
protocols. The qualified person was satisfied with all of the
protocols used during the drilling, sampling and in the Segilola
resource estimate compilation and computation.

With regard to the Mkushi Copper Project, Matthew Nimmo of Snowdens is
the qualified person and has verified the resource statement as
disclosed in this announcement, including sampling, analytical and test
data underlying the estimate. Verification of the data included
numerous site visits, database validation of historical drill results
and review of sampling and assaying protocols. The qualified person
was satisfied with the verification process.

Reconciliation of net loss after tax to net cash flows from operations

Net profit/(loss) after related income tax

(1,031)

(784)

(1,815)

Adjustments for non-cash income and expense items

Depreciation

108

111

219

Unrealised foreign exchange gain/(loss)

2

8

10

Changes in Assets & Liabilities

Change in working capital

(203)

(11)

(214)

Net cash inflow/(outflow) from operating
activities

(1,124)

(676)

(1,800)

Consolidated Balance Sheet(US$000's, except per share information)

For the period ended

Dec 312012

Sept 302012

Variance

Cash and cash equivalent

175

221

(46)

Current Assets

1,397

1,146

251

Property, Plant & Equipment

1,069

1,177

(108)

Total Assets

2,466

2,552

(86)

Total Liabilities

2,072

1,128

944

Shareholders' Equity

394

1,425

(1,031)

Selected Quarterly Data(US$000's, except per share information)

Q2 Dec2012

Q1Sept 2012

2012Annual Total

Q4Jun2012

Q3Mar2012

Q2Dec2011

Q1Sep2011

2011Annual Total

Q4Jun2011

Q3Mar2011

Total income

-

-

4

-

1

2

1

7

(1)

6

Net profit/(loss)

(1,031)

(784)

(4,847)

(1,026)

(1,049)

(1,505)

(1,267)

(4,360)

(1,638)

(2,556)

Per share (undiluted US$ cents per share)

(0.69)

(0.52)

(3.23)

(0.68)

(0.7)

(1.00)

(1.13)

(5.86)

(1.49)

(7.27)

Per share (diluted US$ cents per share)

(0.69)

(0.52)

(3.23)

(0.68)

(0.70)

(1.00)

(1.13)

(5.86)

(1.49)

(7.27)

Quarterly Results

Three Months Ended December 31, 2012 as Compared to the Three Months
Ended September 30, 2012 and the Three Months Ended December 31, 2011

The Company's result for the three months to December 31, 2012 was a net
loss of $1.031M, as compared to a net loss of $0.784M for the previous
quarter, and $1.505M for the prior year comparative period, an increase
of $0.247M or 31% from the previous quarter and a decrease of $0.474M
or 31% from the prior year. The significant decrease from the prior
year is largely due to the scale back of activities at the Company's
Segilola and Mkushi projects. The Company's activities for the quarter
have been focussed on the Heap Leach at the Mkushi Copper Project in
Zambia, which moved into the production phase during the September 2012
quarter and the restructuring the Segilola Gold Project in Nigeria, in
preparation for development of the asset following the resolution of
the current dispute with the joint venture partner.

Revenues and Foreign Exchange Gains/Losses

The Company currently earns only minimal interest income on its cash
balances. The Company earned interest income of $143 for the December
quarter as compared to $81 for the September 2012 quarter and $1K for
the December 2011 quarter. A foreign exchange loss of $6K was recorded
in the December 2012 quarter, as compared to foreign exchange loss of
$14K in the September 2012 quarter and a loss of $19K for the December
2011 quarter. The foreign exchange movements relate predominantly to
fluctuations of the USD against the Zambian Kwacha.

Expenses

Expenses for the December 2012 quarter were $1.031M as compared to
$0.784M for the September 2012 quarter, an increase of $0.247M or 21%
and $1.506M for the December 2011 quarter, a decrease of $0.475M or
32%. Expenditure has decreased from the prior year quarter, as the
Company was undertaking a drilling programme during that period, which
has since been finalised. The increase from the September 2012 quarter
is largely due to $0.094M in business development costs related to the
internal restructuring to set up an appropriate financing structure for
any future development of the Segilola Gold Project and an increase of
$0.021M in borrowing costs in the December 2012 quarter from the
September 2012 quarter. Significant items are discussed further below.

Specific items discussed below:

Exploration and evaluation costs written off
The Company incurred exploration and evaluation costs of $0.241M during
the current quarter as compared to $0.171M in the prior quarter, an
increase of $0.070M or 41% and $1.004M in the December 2011 quarter, a
decrease of $0.763M or 76%. The expenditure in the prior year quarter
related predominantly to the drilling programme being carried out at
the Segilola Gold Project which was finalised in December 2011. The
increase from the September 2012 quarter relates predominantly to
Geohydro costs of $0.039M paid in the December 2012 quarter (September
2012: nil), and payment of office & compound rent of $0.037M (September
2012: nil).

Administrative expenses
The Company incurred administrative costs of $0.498M during the December
2012 quarter, as compared with $0.426M in the prior quarter, an
increase of $0.072M or 17% and $0.447M in the December 2011 quarter, an
increase of $0.051M or 11%. The increase from the September 2012
quarter relates largely to an increase in accounting & audit fees of
$0.058M incurred in the December 2012 quarter, which was incurred
primarily in relation to the establishment of a new entity in the
group. The variance from the December 2011 quarter largely relates to
accounting & audit fees of $0.079M incurred in the December 2012
quarter compared to $0.025M in the December 2011 quarter. The
accounting & audit fees incurred in the December 2012 quarter are
predominantly in relation to the advice on the establishment of a new
entity in the Ratel group.

Capitalised development expenditure
Development of the Heap Leach at the Mkushi Copper Project commenced in
the June 2011 quarter and has been capitalised to the balance sheet, in
accordance with the Company's accounting policies, with $nil
capitalised in the December 2012 quarter as compared to $0.125M in the
September 2012 quarter and $0.528M in the prior year quarter.

The development was finalised during the June 2012 quarter, with
irrigation of the mineralised ore pile beginning on June 27, 2012.
During the September 2012 quarter, capitalized expenditure was largely
related to final payments for purchase of the HDPE pipes and liners
($0.062M) and demobilisation of the crushing and earthmoving equipment
($0.063M). The project has now moved into a production stage and
operation costs are now being expensed. During the December 2012
quarter, expenditure of $0.161M was expensed,($0.163M: September 2012).
During the quarter $0.103M depreciation was expensed, ($0.105M:
September 2012), $0.035M was incurred in relation to salaries and wages
($0.036M: September 2012), $0.006M in relation to equipment hire
($0.006M: September 2012) and $0.003M in rent ($0.005M: September
2012).

Business Development
During the December 2012 quarter, business development costs of $0.094M
was incurred, predominantly legal fees of $0.080M in relation to the
internal restructuring to set up an appropriate fianacing structure for
any future development of the Segilola Gold Project.

Borrowing Costs
The Company incurred borrowing costs of $0.032M during the December 2012
quarter, as compared to $0.011M in the September 2012 quarter (December
2011: nil). The Company commenced draw downs of the Loan Facility
Agreement with CGA Mining Limited during the September 2012 quarter,
and continued to draw down funds in the December 2012 quarter.
Interest is charged on the drawdowns at 9% per annum on a monthly
basis.

Year to Date Results

Six Months Ended December 31, 2012 as Compared to the Six Months Ended
December 31, 2011

The Company's result for the six months to December 31, 2012 was a net
loss of $1.815M, as compared to a net loss of $2.772M for the prior
year comparative period, a decrease of $0.957M or 34% from the prior
year period. The decrease from the prior year is largely attributable
to the decrease in exploration and drilling expenses and administration
expenditure as discussed further below. The Company's activities for
the year to date have been focussed on the Heap Leach at the Mkushi
Copper Project in Zambia, which moved into the production phase during
the current period, and the restructuring the Segilola Gold Project in
Nigeria, in preparation for any development of the asset following the
resolution of the current dispute with the joint venture partner.

Revenues and Foreign Exchange Gains/Losses

The Company currently earns only minimal interest income on its cash
balances. The Company earned interest income of nil for current year
to date as compared to $0.003M for the prior year comparative period. A
foreign exchange loss of $0.002M was recorded in the 6 months to
December 2012, as compared to foreign exchange loss of $0.058M for the
6 months to December 2011. The foreign exchange movements relate
predominantly to fluctuations of the USD against the Zambian Kwacha.

Expenses

Expenses for the 6 months to December 2012 were $1.815M as compared to
$2.775M for the 6 months to December 2011, a decrease of $0.96M or 35%.
Expenditure has reduced significantly from the prior year comparative
period, as the Company was undertaking a drilling programme during that
period, which has since been finalised. Significant items are discussed
further below.

Specific items discussed below:

Exploration and evaluation costs written off
The Company incurred exploration and evaluation costs of $0.412M during
the current period as compared to $1.969M in the December 2011 period,
a decrease of $1.557M or 79%. The expenditure in the prior year related
predominantly to the drilling programme being carried out at the
Segilola Gold Project which was finalised in December 2011.

Administrative expenses
The Company incurred administrative costs of $0.923M during the 6 months
to December 2012, as compared with $0.697M in the December 2011 period,
an increase of $0.226M or 32%. The increase from the December 2011
relates largely to an increase in legal fees of $0.163M, due
predominantly to the ongoing CAML Ghana arbitration process, an
increase of $0.066M in accounting & audit fees, due predominantly to
the review of the September 2012 accounts for the group, as part of the
group restructuring process.

Capitalised development expenditure
Development of the Heap Leach at the Mkushi Copper Project commenced in
the June 2011 quarter and has been capitalised to the balance sheet, in
accordance with the Company's accounting policies, with $0.064M
capitalised in the 6 months to December 2012 as compared to $1.402M in
the prior year comparative period. The variance from the prior year
period is due to the completion of the development in June 2012 and
subsequent moving into the production phase on June 27, 2012, with
operational costs now being expensed.

During the 6 months to December 2012, expenditure of $0.324M was
expensed. During the period $0.103M depreciation was expensed, $0.072M
was incurred in relation to salaries and wages, $0.011M in relation to
equipment hire and $0.008M in rent.

Borrowing Costs
The Company incurred borrowing costs of $0.043M during the 6 months to
December 2012 (December 2011: nil). The Company commenced draw downs
of the Loan Facility Agreement with CGA Mining Limited in July 2012,
and continued to draw down funds on a monthly basis. Interest is
charged on the drawdowns at 9% per annum on a monthly basis.

Liquidity and Capital Resources

As at December 31, 2012, the Company had cash and cash equivalents of
$0.175M, as compared to $0.221M at September 30, 2012. On December 17,
2010, the Company issued 49,999,998 shares at an issue price of C$0.10
per share to acquire the interest in the African assets held by Ratel
Gold (now SAU).

The Company successfully closed its initial public offering on January
7, 2011, issuing 100M common shares at a price of C$0.10 per common
share, receiving proceeds of $9.5 million net of the 5% brokers' fees,
not including other raising costs. The funds provided Ratel Group and
its subsidiaries with sufficient cash to meet their then current
planned activities and working capital requirements. Ratel Gold (now
SAU) distributed its total holding of 50 million shares in Ratel Group
to its shareholders, pursuant to the terms of the Spin-out
Reorganization. Each shareholder of Ratel Gold (now SAU) was issued
five common shares in the capital of Ratel Group for every nine common
shares of Ratel Gold (now SAU) held on the share distribution record
date of January 6, 2011. Accordingly, Ratel Group is no longer
controlled by Ratel Gold (now SAU) as of January 7, 2011.

On September 4, 2012 the Company entered into a US$2.5M Loan Facility
Agreement with CGA. The facility is for a term of 24 months and the
drawn portion of the facility incurs interest at a rate 9% p.a. The
company has drawn down $1.079M under the facility during the quarter.

The Company manages liquidity risk through maintaining sufficient cash,
loan facilities or credit terms with its suppliers to meet the
operating requirements of the business and investing excess funds in
highly liquid short term cash deposits. The Company's liquidity needs
can likely be met through existing cash on hand and the Loan Facility
Agreement with CGA. As discussed in the review of operations, subject
to the Merger, RTG intends to issue, on a private placement basis, up
to 164M million RTG Shares upon exercise of subscription receipts of
RTG at C$0.13 per share, raising approximately $19.5 million in cash,
after related costs.

The gross proceeds of the Private Placement will be held in escrow
pending satisfaction of the escrow release conditions, among other
things, being:

(i)

the completion of the Merger, and

(ii)

Shareholder approval of the Private Placement.

Upon completion of the Merger and satisfaction of the escrow conditions,
RTG intends to use the net proceeds of the Private Placement to pursue
new growth opportunities, mainly through acquisitions, to fund further
exploration of the African Assets, debt repayment and for general
working capital purposes.

The Company currently has in place an active program of financial
forecasting and budgeting both at a corporate and project level to
manage both the application of funds and planning for future financial
needs to ensure that any shortfall in revenue funds is adequately
covered by cash reserves or planned new sources being either debt or
equity based on the then most cost effective weighted average cost of
capital. Expenditure to date for the Company has been largely in line
with the overall initial budget forecasts, save for any costs related
to dispute.

Risks Associated with Financial Instruments

Credit risk represents the loss that would be recognised if
counterparties failed to perform as contracted. The Group's maximum
exposures to credit risk at the reporting date in relation to each
class of financial asset is the carrying amounts of those assets as
indicated on the balance sheet.

Currency risk is the risk that the fair value or future cash flows of a
financial instruments will fluctuate because of changes in foreign
exchange rates. The Company's registered office is in the British
Virgin Islands, its corporate office is located in Western Australia,
and the Company has regional offices in Nigeria and Zambia. The
fluctuation of currency across jurisdictions will consequently have an
impact upon the financial results of the Company. The risk is
considered minimal at this time.

2 The management services contractual obligation is for the provision of,
serviced office, company secretarial, administrative, accounting and
management services by CGA that came into effect on the Company listing
on the TSX, which was January 4, 2011. Post completion of the merger
between CGA and B2Gold Inc. this management contract has been
terminated.

The Company expects to meet its contractual obligations through existing
cash on hand. The Company has not committed to any further exploration
activities at the Segilola Gold Project whilst the Joint Venture
partners negotiate to resolve the dispute between the parties. SGL as
the operator continues to ensure that the tenements are maintained in
good standing by ensuring all relevant annual licence fees are paid in
a timely manner.

In accordance with MOM approval, Mkushi Copper Joint Venture Limited has
developed stage one of a two stage approach in the development of a
mine. Stage one of the development involves a heap leach operation to
exploit the low grade portion of the ore body and potentially increase
the LOM by exploiting fully the low grade portion of the deposit and
thereby maximising the full potential of the deposit. Stage two
involves a further pre-production stage with the aim of exploiting the
high grade copper ore by means of conventional mining, leading to the
mining plant implementation, contingent on the success of stage one.

There are no off balance sheet arrangements that have, or are reasonably
likely to have a current or future effect on RTG's financial
performance.

Transactions between the group and its related entities

During the quarter ended December 31, 2012, the Company entered into
transactions with related parties in the wholly-owned group:

Loans were advanced on short term inter-company accounts between;

CGX and its wholly owned subsidiary SGL for the purpose of funding
feasibility study on the Segilola Gold Project and the funding of the
day to day operating costs of SGL. The total amount loaned for the
quarter was $0.310M;

between Zambian Mining and its wholly owned subsidiary SML for the
purpose of funding the day to day operating costs of SML. The total
amount loaned for the quarter was $0.162M; and

Ilesha Mining B.V. for the purpose of funding the day to day
operations. The total amount loaned for the quarter was $nil.

These transactions were undertaken on commercial terms and conditions
except that:

loans are repayable at call; and

no interest is payable on the loans at present.

Transactions between the group and other related parties

During the financial year, the Company entered into the following
transactions with a related party:

Office accommodation and administrative support were provided to the
consolidated entity at commercial rates from CGA, who is holder of
19.1% of the outstanding share capital of the Company. In relation to
the provision of these services, $nil (excluding GST) was charged in
the current quarter.

On September 4, 2012 the Company entered a Loan Facility Agreement with
CGA Mining Limited for the sum of $2.5M. The facility is for a term of
24 months and the drawn portion of the facility incurs interest at a
rate 9% p.a. As at December 31, 2012 the Company has drawn down $1.904M
under the loan facility.

Outstanding Share Data

As at February 14, 2013, the Company had 164,000,000 common shares
outstanding. During January 2013, the Company cancelled its outstanding
12,000,000 options, exercisable at C$0.25 per share and resolved to
issue 14,000,000 loan funded shares, issued at C$0.165 per share.

Subsequent Events

Subsequent to 31 December 2012, the Company has drawn down a further
$0.639M under the loan facility agreement with CGA and resolved to
issue 14,000,000 loan funded shares, issued at C$0.165 per share.

Fourth Quarter

For an analysis of fourth quarter events, please refer to the Company's
MD&A for the period ended June 30,2012, found on sedar at www.sedar.com under the Company's profile.

Critical Accounting Estimates

The significant accounting policies used by Ratel Group are disclosed in
Note 2 to the annual financial statements for the year ended June 30,
2012. Certain accounting policies require that management make
appropriate decisions with respect to the formulation of estimates and
assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses. Management reviews its estimates on a regular
basis. The emergence of new information and changed circumstances may
result in actual results or changes to estimated amounts that differ
materially from current estimates.

Accounting Policies

The Group's current financial report complies with International
Financial Reporting Standards ("IFRS"). The accounting policies of the
Group are set out in Note 2 to the June 30, 2012 Annual Financial
Statements, available on www.sedar.com.

Income Taxes

The determination of income and other tax liabilities requires
interpretation of complex laws and regulations. All tax filings are
subject to audit and potential reassessment after the lapse of
considerable time. Accordingly, the actual income tax liability may
differ from that estimated and recorded by management.

Internal Controls and Disclosure Controls

The Company's Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO") are responsible for the design and effectiveness of
internal controls over financial reporting (as such term is defined in
National Instrument 52-109 - Certification of Disclosure in Issuers'
Annual and Interim Filings ("NI 52-109")), to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of the financial statements in accordance with
International Financial Reporting Standards. The Company maintains an
effective control environment and has used the Internal Control --
Integrated Framework (COSO Framework) published by The Committee of
Sponsoring Organizations of the Treadway Commission to design the
Company's internal controls over financial reporting. The Company's CEO
and CFO believe that the Company's internal controls and procedures are
effective in providing reasonable assurance that financial information
is recorded, processed, summarized and reported in a timely manner.

During the quarter ended December 31, 2012, there have been no changes
in the Company's policies and procedures and other processes that
comprise its internal control over financial reporting, that have
materially affected, or are reasonably likely to materially affect, the
Company's internal controls over financial reporting.

The Company's CEO and CFO are also responsible for the design and
effectiveness of disclosure controls and procedures (as such term is
defined in NI 52-109) to provide reasonable assurance that material
information related to the Company, including its consolidated
subsidiaries, is made known to the Company's certifying officers. The
Company's CEO and CFO believe that the Company's disclosure controls
and procedures are effective in providing reasonable assurance that
information required to be disclosed under applicable securities
legislation is recorded, processed, summarized and reported in a timely
manner.

The Company's CEO and CFO have each evaluated the effectiveness of the
Company's internal controls over financial reporting and disclosure
controls and procedures as of December 31, 2012 and have concluded that
these controls and procedures are effective in reasonably assuring the
reliability of financial reporting and that material information
relating to the Company is made known to them by others within the
Company and that such controls and procedures have no material
weaknesses and no limits on the scope of their design.

Future Outlook

During the next quarter, the Company's activities will primarily focus
on:

Resolution of the dispute with the joint venture partners at the
Segilola Gold Project; and

Continuing irrigation and production at the heap leach operation at the
Mkushi Copper Project; and

Reviewing restructuring options to position the Company to capitalise on
new gold development and resource opportunities.